CHRIS MATTHEWS, HOST: Tonight live from Case Western Reserve University in Cleveland, it‘s Cheney versus Edwards in the vice presidential debate. The issue, should America stick with George W. Bush on the war, the economy, and health or try the alternative of John Kerry. The debaters, Dick Cheney may be the most powerful vice president in history. Senator John Edwards is a brilliant trial lawyer known for keeping the case clear and winning for the underdog. The polls show an even or small advantage for the Bush/Cheney ticket but the trend since last Thursday‘s presidential debate has been toward Kerry-Edwards. The stakes today, either kill or continue the momentum built last week toward the challengers. Let‘s play HARDBALL.

Good evening. I‘m Chris Matthews. Welcome to MSNBC‘s coverage of the vice-presidential debate in Cleveland. (UNINTELLIGIBLE) Case Western Reserve University. We‘re surrounded as you can hear by students and neighbors and the Case marching band, what a great marching band it is. In just two hours, the 62-year-old Cheney and the 51-year-old Edwards will face off. Stay with us tonight for reports from MSNBC News anchor Tom Brokaw and NBC News Washington bureau chief and the moderator of “MEET THE PRESS” Tim Russert. Plus, NBC News correspondent Andrea Mitchell, MSNBC‘s Chris Jansing with reports from the so-called spin room and HARDBALL‘s election correspondent David Shuster in Washington.

But first, let‘s begin with our panel on stage with me tonight. Lois Romano from “The Washington Post.” David Gregory, White House correspondent for NBC News. “Newsweek‘s” Howard Fineman, and Patrick J. Buchanan, political analyst for MSNBC. I know the sparks will fly tonight, Lois, and everyone else. When do you expect them to hit?

LOIS ROMANO, “THE WASHINGTON POST”: Iraq, Iraq, Iraq. It worked once for John Kerry. Edwards will go right at it. This time Cheney will do much better at portraying Kerry as a flip-flopper.

DAVID GREGORY, NBC NEWS WHITE HOUSE CORRESPONDENT: I think it is Halliburton. I think it is when Edwards goes after him on ties to Halliburton and alleged malfeasance which they deny, I think that could get a bit personal.

HOWARD FINEMAN, NBC NEWS POLITICAL ANALYST: In the case of John Edwards, it will be trial lawyers. It is when Dick Cheney says, get away, you trial lawyer. Get away from me! Be gone! I‘m a corporate executive, yes, but you are a trial lawyer. And Edwards will wax indignant at that point.

PAT BUCHANAN, MSNBC POLITICAL CONTRIBUTOR: I think if Edwards goes after him on Halliburton, he‘ll be eaten alive. Cheney has sat across the table from presidents a thousand times. This is his format. Edwards is used to walking around a courtroom. He won‘t be in a courtroom. I think Cheney will undercut this ridiculous (UNINTELLIGIBLE) image of this ogre. Because he is tough, smart, he has a sense of humor.

BUCHANAN: I think the president got whipped badly last week. I think it was a shut-out in the first game of the series. I think Cheney throws and wins the second game.

GREGORY: I think behind the scenes, there‘s been an attempt to get away from this nonsense about lowering expectations. The White House says that Dick Cheney is the go-to guy to put Iraq in context, to make the big arguments for the war on terror. To explain as well as to rebut the charges that Bush didn‘t do so good last week.

MATTHEWS: Cheney looked so good and Bush looked so bad last week, won‘t it reinforce the notion that Cheney is calling the shots?

Come on, back it up, David. Back that up.

GREGORY: I don‘t think so.

MATTHEWS: Doesn‘t that raise the problem for the White House to do that.

GREGORY: Well, it certainly may, with those who don‘t like Bush. I don‘t think so in the sense that what he has to overcome is the fact that Bush didn‘t appear to be a very good listener last week, didn‘t appear to exploit the holes in Kerry‘s arguments. So, yes, I‘ll back it up. The people who have that mindset going in may have it reinforced if Cheney does well tonight. But look, if Bush doesn‘t pick it up he‘s got bigger problems than that.

MATTHEWS: Lois, is there going to be an issue here between men and women? John Edwards looks 35. The other guy, he‘s only 12 years different or 11 years different, he looks 70. Are women going to cotton to John Edwards tonight? And young people especially?

ROMANO: Well, women and young people love John Edwards. But I think that the Bush campaign believes that Cheney does a very effective job as coming off warm and fuzzy, believe it or not, and avuncular in these settings. That‘s part of the problem that the Edwards people have been preparing him for. If he starts to get really nice, be prepared. That‘s when he really starts to attack. That‘s when he has to be careful how he attacks back.

BUCHANAN: Edwards could lose it all tonight. Let me tell you if he comes off as a Yorkshire terrier, and (UNINTELLIGIBLE). Edwards has two things to do. He‘s got to win this debate and/or win North Carolina. He‘s not going to win North Carolina if he loses this debate tonight. It was a bad choice by Mr. Kerry. So rMD+IT_rMD-IT_I think...

MATTHEWS: Don‘t offer an opinion. Having read his trial history as a trial lawyer, I think he will show a lot of respect for Cheney but he will hit him with a malpractice suit. He‘s going to say you blew the war, you got the intel wrong, you got the planning wrong, you don‘t have enough troops. According to your own guy Bremer you don‘t have enough troops to do the job. You‘re a fine man but you blew this one and you have to go. Tad Devine is the senior adviser for the Kerry-Edwards campaign. Tad, thanks for joining us right now. Ben Ginsberg is a top lawyer, was very recently with the Bush-Cheney reelection. He now joins MSNBC. Let me start with Tad Devine.

Tad, what‘s going to be your client‘s attack line tonight? What is John Edwards going to do to hit Cheney hard?

TAD DEVINE, KERRY-EDWARDS CAMPAIGN SR. ADVISER: He will plan out the differences. I can‘t think of more vivid differences. Dick Cheney is the past. John Edwards is the future. Dick Cheney is the politics of fear. John Edwards is the politics of hope. Dick Cheney has spent a lifetime fighting for powerful interests and John Edwards has spent a lifetime fighting for ordinary people. That‘s what this debate‘s about, that‘s what this election‘s about.

MATTHEWS: Does your candidate John Edwards believe that Vice President Cheney has been unethical in his responsibility both to his former firm Halliburton and to his office? Does he believe he‘s been unethical?

DEVINE: I think the vice president has a lot of questions to answer about Halliburton. How did they get $7 billion in no bid contracts while Dick Cheney got $2 million in deferred compensation? I think these are legitimate issues the American people deserve to have them debated and I hope they are debated tonight.

MATTHEWS: Ben Ginsberg, how will Vice President Dick Cheney respond to those charges?

BEN GINSBERG, REPUBLICAN ELECTION ATTORNEY: He‘s going to respond with substance. This is going to be about sound bites from John Edwards and sound policy from Dick Cheney. You‘ll see him talking about the war on terror. You‘ll see him talking about the improving economy. And you‘ll basically give the American public an acid test. Do you want us with our experience dealing with what may come in the future versus these guys.

MATTHEWS: How will he defend himself against charges that he‘d hold secret meetings on energy policy?

GINSBERG: What he was doing was developing sound policy. He‘s been backed up by courts, Chris.

MATTHEWS: Why did he do it politically? Why would he want secret meetings with energy CEOs to set U.S. energy policy. You‘ve got to believe Edwards will hit him with that tonight.

GINSBERG: Well, he may hit him on it. The truth of the matter is that‘s the way you develop sound policy. He felt that‘s the way to get candid views from people. The bills were fully debated and voted upon. That was the way he chose to deliver it.

MATTHEWS: Let me go back to Tad right now. Do you believe that your candidate will take the offensive the way that your presidential candidate did last Thursday?

DEVINE: Absolutely. He‘ll hold Dick Cheney and George Bush accountable for what‘s happened in the last four years. Ben talks about sound policy. Here‘s what the sound energy policy got us. $2 a gallon gasoline. $50 a barrel oil. The energy policy of the Bush administration is to beg the Saudi royal family to cut the price of oil. It‘s about time we had this debate and about time they were accountable for their actions.

MATTHEWS: Ben, why did your candidate insist on sitting down during these debates?

GINSBERG: That‘s the same forum that was used four years ago. It‘s a serious forum in which people can discuss those questions.

MATTHEWS: Yes, but it‘s up to the candidates. Why did he want to sit down? It‘s a debate?

GINSBERG: He feels comfortable in that setting. It‘s the tradition of the way the debates have been done, Chris. It‘s a serious format where serious questions can be dealt with. It is not a matter of trial lawyer showboating to a jury.

MATTHEWS: You can feel more comfortable laying down. Why don‘t they lay down and have a conversation if comfort is the issue. Let me go back to Tad. Why did you agree to let your trial lawyer candidate engage in a sit-down schmooze at a drink table like you‘re at the metropolitan club.

DEVINE: So we can have free presidential debates. If anybody wondered about Dick Cheney‘s power in the White House, all you have to do is go to those debate negotiations. He wanted to sit down and I‘ll tell you why because it is his format. He‘s been doing shows on Sundays for 25 years in Washington. He did well in the debate last time. This is what he wanted and this is what he got. John Edwards is prepared to take him on sitting down or standing up. It doesn‘t matter.

MATTHEWS: Did you think you could wear him physically by getting him to stand up for 90 minutes?

DEVINE: No. John Edwards wanted a town hall meeting so real people could ask questions. Dick Cheney wanted a Sunday news show and this is what he got. John Edwards is ready to take him on on the issues and that‘s what really counts.

MATTHEWS: Let me ask you, Ben. Do you expect your candidate or rather, the Republican candidate to tell some of those jokes he told last time to warm up the audience?

GINSBERG: Well, I think Dick Cheney has a real human side that cuts against the stereotype that Tad and his people try and paint of him. This is a great opportunity for him to show that to the American people. Jokes count.

MATTHEWS: And you expect him to say that John Edwards—that John Edwards has more hair than he has and that sort of hokey stuff?

GINSBERG: Well, I‘m not sure I‘m the right person to comment on any hair issues, Chris, but...

(LAUGHTER)

MATTHEWS: I‘ll ask—I‘ll ask—let me to go Tad. Is your candidate ready to be out-cuted? In other words, suppose the vice president gives him all kinds of credit for being young, good-looking, the Breck Girl—they‘re calling this debate Shrek versus Breck, Shrek versus Breck. What happens when Shrek calls Breck Breck? Does he giggle, or what does he do?

DEVINE: I‘ll tell you what he does. John Edwards is there tonight not just for this campaign, not for his running mate, not for himself. He‘s there for the American people. And he‘s going to hold Dick Cheney and George Bush accountable for things that are happening in America, like for example the 237,000 jobs lost in Ohio, 11,800 jobs lost in August in this state. This economy is in ruins because of the policy of Cheney and Bush, and they‘re going to have to answer for it tonight.

MATTHEWS: Are they guilty of political malpractice?

DEVINE: Well, that‘s one way of putting it. I‘ll tell you, they deserve to be sued, I‘ll say that. And you know, I‘ll tell you, this administration‘s policies are such a failure, it‘s about time someone held them accountable for it. That what is going to happen in this debate and again in two more presidential debates.

GINSBERG: Certainly not. They‘re leading the question in the right direction. I mean, what Tad is doing by this sort of belligerent offense is to hide the fact that John Kerry flip-flops on so many issues, that John Edwards really doesn‘t have the experience or gravitas to take over the job, and so Tad is adopting the best defense is a good offense, and coming up with these sort of belligerent charges.

What this debate will be is Dick Cheney‘s reason, understanding and judgment that he‘s developed since he was a White House chief of staff at the age of 34, versus John Kerry and John Edwards, with their lack of experience or sound coherent policies. We look forward to it.

GINSBERG: I‘m not sure I know the answer to that at all. But I‘ll tell you, hair has nothing to do with the answer.

(CROSSTALK)

MATTHEWS: I was making—that was called a rhetorical question. Anyway, thank you, Tad Devine and Ben Ginsberg, for coming here. Coming up, reaction from our panel. And later we‘ll check in with NBC‘s Tom Brokaw and Tim Russert. You‘re watching HARDBALL‘s coverage of the vice presidential debate (UNINTELLIGIBLE) on MSNBC.

(BEGIN VIDEO CLIP)

SEN. JOSEPH LIEBERMAN (D), CONNECTICUT: I think if you ask most people in America today that famous question that Ronald Reagan asked, are you better off today than you were eight years ago? Most people would say yes, and I‘m pleased to say, Dick, seeing from the newspapers, that you‘re better off than you were eight years ago, too.

DICK CHENEY, VICE PRESIDENT OF THE UNITED STATES: And most of it—and I can tell you, Joe, that the government had absolutely nothing to do with it.

LIEBERMAN: There you see my wife, and I think she‘s thinking, Joe, I wish you would go into the private sector.

MATTHEWS: Welcome back to Cleveland, Ohio. We‘re with a great crowd here at Case Western Reserve University. I‘m going to ask some people if they have got some questions for the candidates tonight. We‘re going to give you a little preview of the debate. You, sir, had a question for the vice president?

UNIDENTIFIED MALE: Yes, I would like know why Cheney thinks conservation is only a personal virtue? He doesn‘t believe it is an issue for this society in general?

MATTHEWS: Good question. Anybody else, anybody got a question for John Edwards? Anybody want to take him on tonight? What is the matter with you?

Anybody have the answer? He has one other responsibility. That was what this fellow raised. What was the other responsibility? You raised it.

UNIDENTIFIED MALE: Oh, fill in for the president.

MATTHEWS: If something happens to the president. He has no executive responsibilities or authority. The vice president can‘t give anybody an order. He has no policy role, no authority, unless what happens? The president gives it to him. Gives it to him.

Let me ask you, what is the weakest thing about John Edwards tonight going into this debate? Does anybody have a thought about what his vulnerabilities are?

Who said what?

UNIDENTIFIED MALE: He doesn‘t lie as much as Dick Cheney does.

MATTHEWS: Let‘s try to raise the level of discourse here.

Let me ask you, let me ask you, who knows more about policy? Vice President Dick Cheney or President George W. Bush?

UNIDENTIFIED FEMALE: By far. He has had 25 years in this occupation, and he is...

MATTHEWS: But you‘re holding his sign that says Bush-Cheney and you‘re telling me Cheney knows more than Bush?

UNIDENTIFIED FEMALE: I‘m saying that Dick Cheney has more experience than John Edwards.

MATTHEWS: That‘s not the question. I‘m tougher than that. That‘s too easy. Who do you think—I‘ll ask the question again. Who has more substantive knowledge of government? Dick Cheney or President Bush?

UNIDENTIFIED FEMALE: President Bush, because he was a governor for so many years. His father was in the White House. He has been surrounded by politics his entire life.

MATTHEWS: Very good. Anybody have—you guys have to think some tough questions up here. We got a...

UNIDENTIFIED MALE: That doesn‘t make President Bush a good politician, if he‘s been surrounded by politics for so many years. He had no credentials...

UNIDENTIFIED FEMALE: He knows the in‘s and out‘s.

UNIDENTIFIED MALE: As a vice president, he had no credentials going to the vice presidency, as opposed to Senator Edwards, who at least has a partial Senate term going into the vice presidency.

UNIDENTIFIED FEMALE: I disagree. He was the chief of staff in the White House. Come on!

MATTHEWS: We‘ll be right back with more of the debate out here and the debate back there. We‘re coming back with our crowd and our panel.

And later, NBC‘s Tom Brokaw and Tim Russert. You‘re watching HARDBALL‘s live coverage of the vice presidential debate on MSNBC.

MATTHEWS: We‘re back with a spicy crowd here at Case Western Reserve. We‘re in the crowd right here right now, and they‘ve got some questions for our illustrious panel. So we‘re starting to get hot here right now. You have got a question for David Gregory. Go ahead.

UNIDENTIFIED MALE: My question is, how is John Edwards, the fourth most liberal senator of the United States Senate, be able to portray himself as a moderate? He is pushing himself off as someone who is the son of a mill worker and he is ignoring his Senate record, where he is the fourth most liberal.

MATTHEWS: Would you like to comment on that question and that answer?

GREGORY: Yeah, I was going to say, that came right from the Bush-Cheney Web site. Look, these are important arguments you‘re making. And look for senator—for Vice President Cheney to ask those same kinds of questions tonight, to call him a big-spending liberal, to not let him get away with his Senate record.

But in many ways, you‘re focused on Edwards. Dick Cheney tonight is focused on John Kerry. They‘re not worried about going after John Edwards. It‘s putting Kerry back on the defensive, but in many ways it is the same argument. They want you and everybody else out here to be thinking, oh, yes, Kerry-Edwards, big-spending liberals who don‘t have a policy for Iraq. So you‘re on the right track in terms of what they‘re...

UNIDENTIFIED FEMALE: Our tuition. Will it go high or will it go low, yes?

ROMANO: You know, I don‘t know. They‘re saying that they‘re going to reinstitute the Pell grants, they‘re going to bring tuitions down. And I don‘t know, you know, basically what they‘re going to do. I mean, if you look on their Web site, they‘re claiming that they‘re going to be fine. But I think you‘re going to have to wait and see.

UNIDENTIFIED FEMALE: All right, thank you.

MATTHEWS: Let‘s get another question. Let‘s get down the line here to some other interesting people. Did you have a question for one of the panelists?

UNIDENTIFIED FEMALE: I have a question for Pat Buchanan.

MATTHEWS: Go ahead.

UNIDENTIFIED FEMALE: I want to know how the Bush administration calls themselves Republicans when they‘re continually changing the course of balancing the budget, record deficits and tax breaks during a time of war, when there‘s been no president ever, no country ever to ever offer a tax break during a time of war?

BUCHANAN: Well, there‘s no question that the Bush administration has not been conservative on fiscal policy. You have got a $400 billion deficit, as you indicated. He has not vetoed a single bill. What the Republicans argue, and I think pretty well, is that John Kerry is going to spend $3 trillion, and he has got no way to make it up other than raising taxes.

So it is an argument between two parties, both of them big-spending parties. There‘s no conservative party in Washington D.C., to be candid.

MATTHEWS: Let‘s get to this other question here. You have a question, sir. Who is it for?

Pat, at this time, what do you think about a fence around the United States right now?

BUCHANAN: Well, I think that the United States could certainly use a security fence on our southern borders to stop the invasion of this country by illegal aliens. But neither party will touch that. You‘ve got to read my book, “Where the Right Went Wrong.” It tells you all about these issues where both parties are wrong.

FINEMAN: I think John Edwards has a chance to exceed the expectations here, because even though he may look like a young guy, he may look like a young guy, he has got a very deft ability to be a cross-examiner here, and I think he‘s got a good shot at doing better than expected in this debate.

MATTHEWS: OK, we‘ll get somebody here. Let‘s go. We‘re going to have to go right back. Anyway, when we come back, NBC‘s Tom Brokaw and Tim Russert will be joining us. Plus, we‘ll talk to the man who played Edwards during Cheney‘s debate practice, Ohio Congressman Rob Portman. We‘ll see how good an Edwards he is. You‘re watching HARDBALL‘s live coverage of the vice presidential debate on MSNBC.

(COMMERCIAL BREAK)

MATTHEWS: Welcome back to HARDBALL‘s live coverage of tonight‘s vice presidential debate.

Let‘s go right now to NBC‘s Tom Brokaw NBC‘s Washington bureau chief and moderator of “Meet the Press,” Tim Russert.

Tom and Tim, I have to ask you the big question. Which of the candidates has the most to lose tonight?

TOM BROKAW, NBC ANCHOR: Yes, it‘s a tough question to answer, Chris.

You‘ll remember we have talked about this in the last week or so. In 1988, Dan Quayle had the most to lose and it appeared that he did lose the most the night that he debated the vice presidential candidate for the Democrats, Senator Lloyd Bentsen, and then he went on to become the vice president of the United States.

I suppose if you were to put this on some kind of a scoring pad, you say that Vice President Cheney probably has the most to lose because the expectations are higher for him. He‘s the more seasoned debater. He‘s the man who is defending the administration, coming off what everyone agrees, even the Republicans, was probably a subpar performance on the part of the president last week.

TIM RUSSERT, NBC WASHINGTON BUREAU CHIEF: Tom, a Republican told me this morning, the vice president has to drop a boulder in front of the Kerry momentum coming out of Thursday‘s debate, that if he has a bad performance, he, Cheney, then the country and the Republican base will say, what is going on, in expectation of Friday.

However, John Edwards has to be very, very careful. As effective as he can be as an advocate for John Kerry, he has to pass a threshold tonight that people could imagine him as the commander in chief, God forbid, in case of a disaster. And if he flubs that one, he could really put the whole Kerry-Edwards ticket in jeopardy. I think he is prepared for the question, but it is one he has to worry about.

MATTHEWS: Last week, Tom, everyone agrees that John Kerry took the offensive and it worked very well for him against the president. Can young John Edwards do the same effectively without too much danger against the sitting vice president?

BROKAW: Well, the sitting vice president has been the most outspoken in defending the administration‘s war in Iraq, why they went to war, the case for the war, and then the policies that they have been invoking since the end of so-called major combat.

A lot of his claims that he made, including the fact that they would be greeted as liberators, the whole dispute over the weekend about aluminum tubes and whether they would lead to some kind of a nuclear device, just today, everybody reporting on Paul Bremer saying that they needed more troops. That creates a lot of opportunities for John Edwards. And how he prosecutes those opportunities will be the test for him tonight.

I think the other part of that, the other half of the occasion is that we heard tonight from David Gregory, the vice president is not going to go after John Edwards directly. He‘s going to go after Senator John Kerry‘s 20-year Senate record. That‘s a tougher thing for John Edwards to defend against. It is not his record. He wasn‘t around for a lot of it.

RUSSERT: You know, Tom, a lot of Republicans were concerned when Jim Lehrer asked George Bush are there any character problems which should prevent John Kerry from becoming president, he didn‘t hone in on the Senate record and hone in on his protest against the Vietnam War. He gave him a pass, if you will.

Don‘t expect that from Dick Cheney tonight. He has John Kerry very much front and center in every step—way, step and form. He also will make a point of trying to show the many contradictions in Kerry‘s Iraq position and say to, Senator Edwards, you share that same position. John Kerry will be no slouch. He‘s going to go after, we‘ll be treated as liberators, no WMD, the aluminum tubes.

And neither of these men will be constrained by presidential niceties. They are No. 2 on the ticket. They are the fist-fighters. And I think this is going to be a very robust discussion.

MATTHEWS: Let me ask you, both, Tom and Tim, after the dust clears tomorrow morning, will this say more about the two candidates for V.P. or more about the candidates for president?

BROKAW: Well, I think it is a composite of the two. I really do, Chris.

I think that people make a judgment about the comfort level with the ticket, if you will. The test for this debate is, are the people, the American people, ready to accept someone like John Edwards as just a heartbeat away from the presidency? We all know, and the Republicans know this better than anyone, that Dick Cheney, in the eyes of a lot of people in this country, especially the Democrats, but even the undecided, is a kind of lightning rod for the administration.

And whether he can get beyond that—now, Dick Cheney is almost always underestimated in knees debates. He is an avuncular figure. He is highly articulate. His sentence is parsed. He has got a wealth of experience behind him. And, of course, a lot of people will say, yes, but that wealth of experience led him to all the wrong conclusions.

How he finesses that tonight as a veteran of the House of Representatives and some of the most spirited infighting in Washington in the last 20 years will be the test.

RUSSERT: Two key phrases tonight, Tom, global test. We‘ll hear that from Cheney over and over again as a metaphor for John Kerry‘s weakness on world affairs and trying to internationalize and get permission, if you will, for a preemptive strike.

John Edwards, Halliburton, a metaphor for mismanagement of the war in Iraq and for a cozy relationship with big business.

BROKAW: I think the most dramatic moment of the evening could very

well be—and this is a question that is likely to be posed, if not by

Gwen Ifill, then rhetorically—those are the rules—by one or the other

· about whether the vice president really believes that, if John Kerry and John Edwards are elected to the highest office in this land, that it will make a terrorist attack more likely and that there will not be an adequate response to that.

As these two men sit across from the table from each other, eyeball to eyeball, will Vice President Cheney invoke that tonight, as he has on the campaign trail, Chris?

MATTHEWS: OK, thank you very much. We‘ll be back with you in the next hour, Tom Brokaw and Tim Russert. We‘ll check back with you, as I said.

When we come back, the man who stood in as John Edwards during the Dick Cheney practice sessions, Ohio Congressman Rob Portman. That is going to be fascinating.

You‘re watching HARDBALL‘s live coverage of the vice presidential debate on MSNBC.

(CHEERING AND APPLAUSE)

(BEGIN VIDEO CLIP)

GEORGE H.W. BUSH, VICE PRESIDENT OF THE UNITED STATES: Let me help you with the difference, Mrs. Ferraro, between Iran and the embassy in Lebanon. Iran, we were held by a foreign government. In Lebanon, you had a wanton terrorist action, where the government opposed it.

GERALDINE FERRARO (D), VICE PRESIDENTIAL CANDIDATE: Let me just say, first of all, that I almost resent, Vice President Bush, your patronizing attitude that you have to teach me about foreign policy.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(CHEERING AND APPLAUSE)

MATTHEWS: We‘re going to talk right now to U.S. Congressman Rob Portman of the state of Ohio, where we‘re at right now. We‘re at Case Western Reserve right now.

Congressman, you‘ve had a unique experience. You‘ve stood in for both Joe Lieberman, the senator who lost last time for vice president, and, of course, for John Edwards this time. Tell me about their different styles.

REP. ROB PORTMAN ®, OHIO: Well, Chris, first, thanks for having me on. We‘re missing you over here in spin alley or whatever this is called. But it sounds like you have got plenty of excitement out there.

It is different, because Joe Lieberman, although he had differences of opinion with Dick Cheney, kind of had a consistent opinion. And the Gore-Lieberman campaign, for instance, was not as inconsistent on some of these foreign policy issues. So we started this process a few months ago. And in that time period, the Edwards‘ position has changed somewhat. It is more of a challenge, frankly.

It is interesting when I think back a few months ago, because, at that time, John Edwards was saying on the stump what John Kerry was saying, which is sort of wrong war, wrong place, wrong time. And then it was, we‘re going to win this thing. And then it was, in six months, we‘ll have half the troops out and then within four years. So you‘re not sure which position to be using, because you want to be authentic.

MATTHEWS: This sounds like your prep four years ago when Vice President Cheney attacked Joe Lieberman by saying he liked his position on Hollywood before he joined the Gore ticket.

PORTMAN: Well, it‘s true. With regard to Joe Lieberman, he did have some...

MATTHEWS: Am I paying too much attention?

PORTMAN: No.

He did have some differences of opinion with Al Gore going into the campaign. But once he was in the campaign, as you know, he kind of went with the campaign and went with their coherent position on the issues, which were, you know, stark contrast to the Cheney-Bush ticket at the time. But this case is a little different, because you have a candidate who is not as consistent on the policies. So to try to play that in a real way is a bit of a challenge sometimes.

MATTHEWS: Is it a plus or a minus for John Edwards to be a very skilled trial lawyer in this debate?

PORTMAN: I don‘t know, Chris. We‘ll see how it works out. He is a skilled trial lawyer. He is a skilled debater as a result. He won tens of millions of dollars as a trial lawyer.

On the other hand, this is a debate. It‘s not a fight. And I think what you‘ll see with Dick Cheney is, you will see a guy that is going to focus on issues, as he did four years ago and in a calm and deliberate manner explain the differences.

(CROSSTALK)

MATTHEWS: Yes.

The last time around, Dick Cheney said he was working for Halliburton and that he wasn‘t making any of his money off the federal government. I think, if he made that statement now, he would be seen as ludicrous. Is he going to be able to defend his position that he‘s received income from Halliburton while serving as vice president?

PORTMAN: Absolutely, because, as John Edwards knows, and, frankly, all the Democrats know who are criticizing Cheney, this is a typical practice of executives.

Dick Cheney went over and beyond the call of duty, went beyond the requirements of the Office of Government Ethics. And that‘s really not an issue. I actually think it will be interesting to see whether Edwards does focus much on that. He probably shouldn‘t, because it then takes him away from the bigger issues. And, frankly, among the undecided voters out there, given how strong the vice president is going to come back with a response, I don‘t think it‘s a big issue.

So we‘ll see what happens on that. What‘s your view on that? Is he going to use it?

MATTHEWS: My guess is that you can count the number of times that Edwards raises that issue as a measure of how aggressive he is in this debate. If he raises it three or four times, I would say he‘s on the offense. And that would be generally a sign of success. However, I do expect, as you are well aware, that the vice president will be ready for that charge.

PORTMAN: He‘s ready for it.

MATTHEWS: And will come back with tremendous skill and authority, I assume.

PORTMAN: But people who have looked at it, including third-party groups—I was just saying, Chris, people who have looked at that issue, including third-party groups, have said it is basically, it‘s a baseless political attack. So I‘m not sure that you and your friends in the media will think that it is a victory for him if he brings it up. But we‘ll see what happens.

MATTHEWS: Well, no, I agree with you. Well, my perspective is, on watching Dick Cheney all these years, that he‘ll be ready for it and he‘ll come back like a pit bull and make John Edwards wish he had never raised the issue. I think that will be your standard of success.

Let me ask, do you think your candidate will go after Kerry rather than Edwards tonight?

PORTMAN: Yes.

Again, I think John Edwards may make a mistake by spending too much time, if he does, on Halliburton, because it‘s a nonissue, but also because Dick Cheney will be focused on the guy at the top of the ticket. He‘ll look at John Kerry‘s 20-year record in the Senate, which is out of the mainstream. And he did support a lot of tax increases and did he support a lot of cuts in intelligence and defense.

And then he‘ll talk about the future and the different policy decisions the American people have to make on foreign policy, but also on the domestic side, jobs and the economy and health care. So I think that will be the focus of Dick Cheney, is more on John Kerry and on the policy differences.

MATTHEWS: OK, thank you very much. Thanks for that, U.S. Congressman Rob Portman of Ohio, the state we‘re in tonight. He was acting as the—as the—what do you call it, the sparring partner, I should say, of the vice president in preparation for tonight‘s big debate.

Anyway, it features two political warriors tonight with very different political styles, as we‘ve been talking about.

HARDBALL election correspondent David Shuster joins us now to talk about the very different candidates who will be facing each other tonight.

DAVID SHUSTER, NBC ELECTION CORRESPONDENT: Well, Chris, it may in fact be a debate and not a fight. But a lot of Democrats and Republicans we spoke with today said that they‘ve been looking forward to this confrontation ever since John Edwards was put on the Democratic ticket. As one strategist describes it, there is the ultimate matchup between a seasoned trial lawyer and a veteran CEO.

SHUSTER (voice-over): Like two gladiators engaged in battle, Vice President Dick Cheney and Senator John Edwards each have the their own unique style and weaponry. For the vice president, his style is matter-of-fact and dismissive, as he displayed four years ago with Joe Lieberman.

SEN. JOSEPH LIEBERMAN (D-CT), VICE PRESIDENTIAL CANDIDATE: I‘m pleased to see, Dick, from the newspaper that you‘re better off than you were eight years ago, too.

(LAUGHTER)

DICK CHENEY ®, VICE PRESIDENTIAL CANDIDATE: And I can tell you, Joe, that the government had absolutely nothing to do with it.

(LAUGHTER)

SHUSTER: For John Edwards, the style is down home, determined, and personal.

SEN. JOHN EDWARDS (D-NC), VICE PRESIDENTIAL CANDIDATE: I saw what happened when the mill in my home town closed that my own father worked in. I respect your—you have a right to have a different view than I do. But to suggest for a moment that this is not personal to me...

SEN. JOHN KERRY (D-MA), PRESIDENTIAL CANDIDATE: I never said that.

EDWARDS: Excuse me, if you‘ll let me finish.

SHUSTER: Aside from his tenacity, Edwards‘ main weapon is his experience as a highly successful malpractice lawyer. He can pick apart complicated issues and convince you that his adversary embodies corporate evil.

EDWARDS: We have chemical plants, over 100, any one of which if they were attacked could cost one million lives or more. We, all of us recognized this was a problem. We wanted to take action. The chemical industry pushed back, lobbied against it, and the Bush administration caved.

SHUSTER: Vice President Cheney‘s main weapon is his gravitas and presence. And it is magnified when he‘s sitting at a table one-on-one.

CHENEY: I think that where there are differences between Joe and myself in terms of background and experience, I clearly have spent a lot of time in executive positions running large organizations, both in private business, as well as in government.

SHUSTER: Halliburton, of course, which is under investigation for overbilling in Iraq, could be Cheney‘s greatest vulnerability. Edwards‘ youthful looks could be a problem if the vice president makes the senator come across as lacking depth.

For this debate, the nominees will be seated together, just like four years ago. The rules are similar to last week. Rhetorical questions are allowed. Direct questions are not. There will be visual time cues, and the networks will consider reaction shots fair game.

(END VIDEOTAPE)

SHUSTER: And, Chris, just to demonstrate the level of detail in this 32-page memorandum of understanding, there is a section dedicated specifically to tonight‘s debate. I want to read section 9-C, Part II. The chairs shall be swivel chairs that can be locked in place and shall be of equal height. Swivel chairs—Chris, back to you.

MATTHEWS: Thank you, David Shuster.

When we come back, we‘ll talk to some of the students here at Case Western Reserve University about what they want to see in tonight‘s debate.

And you can keep up with our presidential race on Hardblogger, our election blog Web site. Just go to HARDBALL.MSNBC.com.

MATTHEWS: Welcome back to the campus of Case Western Reserve University. And we‘re here with our panel. And we‘re surrounded—look at these Krispy Kremes to satisfy this loud crowd of students here.

(CROSSTALK)

MATTHEWS: Out staff passing out Krispy Kremes. Look at the parade. We have 42 dozen of these things to—I feel like the old days. Older people watching, the old days of “Don McNeil‘s Breakfast” here or Arthur Godfrey, when he used to distribute saltine crackers into the audience. First call to breakfast. Here it is, ladies and gentlemen. Nobody is turning them down. Now they‘re going to be all hopped up. Wait until they get these...

GREGORY: They will calm down now, Chris.

MATTHEWS: No, they are not going to calm down now. Sugar rushes here.

ROMANO: More sugar.

MATTHEWS: God, do you want me to have them come up here?

Anyway, I want to go over right now—we just had Tom Brokaw and Tim Russert come on a moment ago. And they talked about what the Republican strategy is tonight.

FINEMAN: Everybody is talking about—the Republican strategy is to slow down John Kerry, to make all the points that George W. Bush did not make in the first debate.

Dick Cheney is going to be the prosecuting attorney tonight. He‘s going to have to say, look, 19 years in the Senate. He is a liberal with a capital L. He is both a hawk and a dove at the same time. You can‘t be against the war, but for going to Fallujah, all that kind of stuff.

MATTHEWS: Let me go back to my old point. Maybe it is an old saw for me. But if he shows he‘s the strong man, the enforcer, doesn‘t that make the Luca Brasi, if you will, doesn‘t it make the president look like he is weak?

FINEMAN: They will take any port in the storm right now.

ROMANO: I don‘t think so.

MATTHEWS: No.

ROMANO: I don‘t think so. I think you asked earlier, who has the most to lose? I think George Bush has the most to lose tonight. If Cheney doesn‘t deliver, it‘s really not going to be very good for George Bush.

GREGORY: Can I make another point about Dick Cheney?

They think he is the go-to guy in terms of being able to put Iraq and the war on terror in context. Well, he, too, has a record. He has a record of televisions experiences, sitting with Tim Russert on “Meet the Press” saying in March of 2003, U.S. forces are going to be greeted as liberators. And that‘s one point that even an adviser who is involved in the mock sessions says, they know that Cheney is vulnerable for that. And he has got to answer for that.

MATTHEWS: He says, you had a war. You didn‘t plan it right. You didn‘t get the right intelligence.

FINEMAN: Yes. Mr. Vice President, we agree with your philosophy. We want to be tough, too. But you mishandled this particular war. That‘s going to be Edwards‘ argument.

(CROSSTALK)

MATTHEWS: Pat.

BUCHANAN: I think Edwards‘ problem is, look, if Edwards doesn‘t do well tonight and loses North Carolina, he is an asterisk in the history books. He is the individual with the most to lose. The Bush-Cheney ticket I agree has the most to lose as a ticket here tonight.

But you‘re going to see Cheney deliver the lines on the assault on his Senate record, on defense, all those things that the president failed to do. And I think he is going to do a terrific job.

MATTHEWS: You bet on Cheney.

BUCHANAN: I bet on Cheney. I really do.

MATTHEWS: OK, Pat Buchanan.

Anyway, Lois Romano, thank you for “The Washington Post,” David Gregory of NBC at the White House, Howard Fineman of “Newsweek” and our analyst, thanks all for joining us.

If you want to get into this debate, you can vote online after it is all over tonight. That‘s after 10:30. It‘s kind of a whimsical kind of a survey. This isn‘t worthy of the science that we should be applying to it. It is just to see how everybody responds to this thing and then certainly how the parties have been able to mobilize their vote online for the presidential debate. That is going to show, too, because it worked last week.

Anyway, we‘re going to come back. We had hundreds of people, hundreds of thousands of people last time who voted online, 61 percent for Kerry, 39 percent for Bush. By the way, that‘s not far off from the scientific results of the poll last week. So let‘s go back. I want to you join, kick into that, if you want to get into our—put your 2 cents into the HARDBALL.MSNBC.com. Our live vote will open at 10:30 following the debate. Keep in mind that our technology prevents more than one vote from each computer.

We‘re just about one hour away right now from the start of tonight‘s vice presidential debate. And coming up in the next hour, NBC‘s Tom Brokaw and Tim Russert.

Our live coverage from Case Western Reserve University in Cleveland continues after this.

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

END

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